In space above the planet Earth, the space station called the Peak is position. It is the orbital headquarters of SWORD – Space Warfare, Operations, Recon and Defense. Commander Abigail Brand, the Supreme Director of SWORD is lowered to the command deck on a moving platform as a computer recording indicates a red alert – an unauthorized spacecraft has entered earthspace. 'I need a sitrep and I need it yesterday!' Brand orders.
An officer informs Brand that he ran it through the database, and that he got a match, but he doesn't think they have anything to worry about. 'Says here it's a peacekeeper' the officer reports. 'Give me that!' the abrupt Brand declares, snatching a piece of paper from the officer's hand. She grins: 'Perfect. Like this is what I needed today' she remarks, before ordering her crew to get her eyes on that ship. 'On screen, Commander!' an officer calls out, and Brand looks up at the screen, which depicts the spacecraft. 'Yeah, that's him' Brand remarks, before asking for an ETA. The computer reports that the vessel is entering the atmosphere in approximately eleven minutes. 'Peak control, prepare to bodyslide by one' Brand calls out as she runs along a corridor. The computer asks for coordinates, so Brand responds by stating some numbers. The computer receives the destination, and primes the dematerialization chamber. 'Next stop... Westchester!'
Meanwhile, in Westchester itself, a concert is underway, headlined by Lila Cheney and her band, the Flaming Lips. Lila Cheney is an intergalactic pop star, and interplanetary teleporter. The large crowd before the stage goes wild, as the band ready themselves: 'Ready, Steven?' a guitarist calls out to the drummer. 'Let's do this, Michael!' Steven calls back on drums. 'Take it away, Wayne!' Lila calls out to another guitarist, who introduces the Flaming Lips, before Lila introduces herself: 'And this is Lilapalooza! 1 – 2 – one' Lila begins before she starts to sing.
Near the stage, two women dressed as Dazzler look perplexed as the X-Man called Bishop tells them that he doesn't care whose fan club they are in – nobody gets back there without a pass. With Bishop is Wolverine a.k.a. Logan who leans against a wall and remarks that the backstage entrance is secure. 'How we looking everywhere else?' he asks.
Inside a booth somewhere, Henry McCoy a.k.a. the Beast watches several monitors as he sings along to Lila's performance. The Beast then replies that it might be too early to claim success, but that they are off to an auspicious beginning. Flying above the crowd is Rogue, who announces that the skies are all clear, and adds that having Storm around for an outdoor festival is pretty handy. Over the communicator, Rogue asks Gambit a.k.a. Remy LeBeau if there are any troubles down by the concessions. At the concessions, one woman doesn't look very happy, while the other with her is enthralled by Gambit, who holds their ID cards and tells them 'Nice try', but that they can'd fool Gambit with a faux ID. 'Don't y'all know cards is what he do best?'
'Awful lot of unsavoury characters hanging about' Betsy Braddock a.k.a. Psylocke remarks, looking unimpressed as she and Ororo “Storm” Munroe stand at the stairs to the back of the stage. 'They're called “Roadies”, Psylocke. And if you think this is bad, you should've been here when I toured with Nightcat!' Lila exclaims as she approaches the women.
'Lila! So good to see you, old friend!' Storm smiles. 'Are you kidding – you're the ones helping me out by being here' Lila grins as she and Storm embrace. Storm replies that a human / mutant unity concert is an extraordinary idea, and adds that they wouldn't be very good role models if they weren't involved. Hands on hips, Betsy frowns and asks 'Tending to your every security need is “helping out”? You're welcome, I suppose'. Storm reminds Betsy that as the world's foremost mutant heroes, their mere presence is the most effective deterrent against violence. Storm adds that Lila is a friend. 'She could ask far more and we would gladly provide'.
'Funny you should mention that, Ororo' Lila announces. 'So, if I had an intergalactic bounty on my head -' she starts to say, before an announcer declares that the Toadies are up next on stage. 'Yo, Lila – we're on!' one of the Toadies tells Lila, who turns away from Storm: 'Um, to be continued?' she asks. 'Lila – I thought you were done with a life of space crime!' Storm exclaims. Taking a guitar, Lila tells Storm that it isn't as bad as it sounds. 'I'll tell you all about it after the encore, okay?' she calls out. Storm looks concerned, while Betsy smiles and tells Storm 'I'm starting to see why you like her'. Lila then begins to sing as she performs with the Toadies.
The performance is watched on the television in the rec room back at the Xavier School for Gifted Youngsters, where Jubilee sits on the sofa, arms crossed and frowning, she exclaims 'This is bogus. The most important concert ever, and we're stuck here, grounded!' Without looking up from the book she is reading, M reminds Jubilee that she did try to kill everyone in the school. 'What I don't get is why the rest of us have to suffer for your mistake, Jubilee' M continues, while Doop flies across the back of the room carrying a skateboard, Kid Sensitive and Vivisector are playing table tennis, and Penance and Mondo are playing football. 'Yeah, well at least it took becoming a vampire to make me a jerk. What's your excuse, Monet?' Jubilee snaps, sitting up. M still doesn't look at Jubilee as she replies 'I don't need an excuse. I didn't break curfew to go on the date that nearly took out the X-Men'.
'You know what -' Jubilee declares, raising her voice as she stands up and points at M, when suddenly a voice calls her name. Jubilee turns to see Professor Charles Xavier in the doorway. With him are Chamber, Artie and Dead Girl. 'Oh! Uh, Hey, Professor. Class is over already?' Jubilee asks. M doesn't bother to look up from her book, while the Professor explains to Jubilee that this is not punishment, it is for her own safety. Xavier adds that the student body has been through a lot, and until they are absolutely sure they are all recovered from their recent encounter with Alpha Red, they will all remain at the mansion.
Chamber reminds the Professor that Dead Girl fixed them right up when she saved the day. Jubilee scowls as Dead Girl smiles at Chamber and tells him he is sweet, but she didn't. 'I mean, Professor McCoy said there's no way to be sure...' her voice trails off as Chamber points out that they aren't trying to eat other anymore, so he reckons it is safe to call it a success. 'Be that as it may, Mr Starsmore, it's something to remember next time you decide to break curfew' the Professor suggests as he leaves the rec room. 'Told you' M calls out as she turns the page in her book. Chamber has to hold Jubilee back as she attempts to lunge at M.
Back at Lilapalooza, Bishop continues to guard the stage door. Wolverine brings him some food, but Bishop declares that he doesn't eat while on duty. 'Suit yourself...' Wolverine replies as he leans against the door with two hot dogs and two cans of beer. '... but if you're this uptight around a bunch of overzealous teenagers, maybe yer in the wrong line of work, Bishop' Logan suggests, to which Bishop tells Wolverine that he might be going soft in his old age. 'Nah. Just a guy who's learned when to turn it on and turn it off' Logan smiles. As Logan knocks back a beer, Bishop tells him that he is a legend in the future. 'But the reality is, you're nothing like the stories the Witness used to tell me and my sister!' Casually, Wolverine tells Bishop that he has some read bad news for him about the Easter Bunny. Wolverine then crushes the beer can and tells Bishop that he has been to the future, the past and everywhere in between. 'And if there's one thing I've learned, it's that -' Logan starts to say, before a wide-eyed Bishop asks 'What is that?'
A spacecraft has come to a stop over the concert, and starts to descend. 'That ship – it's not Shi'ar. The Kree, maybe?' Bishop suggests as he and Logan race through the crowd, who are staring up in awe and pointing at the vessel. 'Not one I recognize, but let's assume it's trouble. So much for enjoying the show – you ready to turn it on, kid?' Logan asks Bishop, while on the stage, Lila asks everyone to please stay calm and not to panic. 'This is definitely all part of the show, okay?' Lila announces. 'She's lying, isn't she?' Betsy asks Storm as they race onto the stage to protect Lila. 'Oh yes. Let's go' Storm calls out, while nearby, a stagehand is busy moving some equipment. He pulls out a phone: 'Gamesmaster? Yes, it's Cortez. Slight change of plan. No, no, keep watching...I'm ready to make my move. But things just got a lot more interesting' the villain called Fabian Cortez declares.
Storm tells Lila that it is time to come clean: 'What is this? What are we dealing with?' she asks. Lila reports that he is here for her, and only her. 'Who's he?' Betsy enquires. 'Just some bounty hunter I've been running from -' Lila begins, when suddenly, the entrance to the spacecraft slowly opens, and a voice calls out 'No, Cheney! Not a “bounty hunter”. Bounty hunters are a sorry, disreputable lot. Me... I'm a professional, yes!' announces a strange being called Death's Head, who is a freelance peacekeeping agent! Jumping into the stage, Death's Head announces that he is always on the clock. 'Maybe you oughta consider takin' a day off now an' again, big 'un!' Rogue suggests as she swoops down and slams into Death's Head. 'The element of surprise!' Death's Head remarks. 'Always effective, yes?' Gambit calls out as he throws some kinetically-charged playing cards towards Death's Head. The Toadies start to run, while Storm tells Lila to get down. Gambit then asks Death's Head why he has to go ruining everybody's fun. 'Everybody 'cept Gambit, that is!' the X-Man adds. 'Fun? Explosions this small are almost an insult!' Death's Head declares.
Wolverine arrives on the stage and pops his claws: 'You know what they say about insults, Bub – they ain't nothing compared to sticks, stones and adamantium claws!' Wolverine leaps at Death's Head, who replies 'Good advice' and offers some to Wolverine as he pulls out a mace and slams it into Wolverine, knocking him backwards. 'Always look before you leap' Death's Head suggests. Bishop tells everyone else to stay back. 'I've got this!' he assures them, but Death's Head grabs the end of Bishop's large weapon and declares 'This is a simple misunderstanding, yes? There's no contract on you. Only Cheney! Let me do my job and I'll be on my way'.
But the Beast runs past Storm, Betsy and Lila and tells Death's Head that is where he will find the problem. 'We're rather attached to her on Earth!' Storm asks the Beast to wait, suggesting she talk to him. 'We won't let him -' the Beast begins, but he is knocked back as Death's Head throws Bishop into him.
The X-Men regroup and gather together, as Death's Head turns to face them. He tells them that they can make this easy or hard – the job pays the same either way. 'Honey, you must not know about the X-Men' Rogue tells him. 'That's right – we always make it tres difficile!' Gambit adds. Suddenly, there is a teleport signal and Abigail Brand appears between the X-Men and Death's Head. 'Stand down, Death's Head!' Abigail declares, pointing a weapon at the strange being. Brand introduces herself and announces that she is an authorized representative for Earth under the Kree / Skrull Accords. Brand adds that Cheney is currently petitioning for planetary asylum. 'And as I'm sure you know, that means no extraction without approval. And I don't recall you stopping by my office to file the paperwork'. “Death's Head”? Gambit asks. 'Makes “Wolverine” sound a li'l less bizarre, no?' Brand tells Gambit to keep the comments to himself and adds that this is delicate work. Brand then suggests to Death's Head that he can leave, or he can violate a dozen interstellar treaties and tick off the planet that beat back Galactus. 'You're choice, either way...Cheney's doing nowhere' Brand declares.
But, suddenly: 'Oh, I don't know about that' Cortez snarls as he appears behind Lila and the X-Men, grabbing Lila, energy glows around her. 'Cortez!' Storm gasps, while Lila screams and asks 'What's happening? Can't – too much power!' while Cortez just laughs. He continues to hold onto Lila, 'Just a little longer, my dear!' he tells her, while Wolverine leaps towards Cortez, claws at the ready, he tells him to get his hands off her – when suddenly, the X-Men and Lila all vanish. 'And that, as they say... is that' Cortez grins.
'Hey, something just happened at the concert. The X-Men – they – they're gone!' Vivisector informs the others in the rec room. M looks up from her book, while Jubilee, Chamber and Dead Girl gather around the television. 'What are you talking about?' Jubilee asks Vivisector. 'One second I'm watching Lila and the Toadies. Then some ugly robot guy's there, and next thing I know – poof! Adios X-Men!' he explains. 'Then what're we waiting for?' Jubilee asks as she moves into action. Chamber tells Jubilee that they should talk to the Professor. 'Seriously, Chamber. She's just looking for a good excuse to get to Lilapalooza, right Jubilee?' M calls out. Wide-eyed, Jubilee declares that this is not about some stupid concert. 'This is about being there for your team when they're in trouble. You might not know about that, but I'm an X-Man. So either shut up, or help me figure out how to get past the Professor'. But the Professor appears in the doorway and tells Jubilee that there is no need. 'You're right. We should be there. Now, who would like to go on a field trip?'
An unknown location. The terrain is dry and barren save for some strange plants and pools of mud. There is a burst of energy, as the X-Men, Lila, Brand and Death's Head materialize. '- trash!' Wolverine grumbles as he falls forward into a pool of mud. Storm and Brand tend to Lila, who looks distressed. She announces that she thinks that guy overloaded her powers. 'Couldn't keep myself from 'porting...' Lila explains. Bishop and Rogue help Wolverine up as Rogue asks 'Teleportin' where? This sure as heck ain't New York, sugah'. Wolverine sniffs the air and reports that this isn't Earth, as everything smells wrong. 'If we are no longer on Earth, then treaties no longer apply, yes?' Death's Head asks as he reaches out for Brand, who grabs his arm: 'No' she tells him, before pulling him into the air and throwing him into a pool of mud. 'And until we know exactly where we are... you're on your best behavior' Brand tells him.
Brand turns back to Lila and asks her if there is any chance she can zap them back home. Lila replies that she can't even think about it without almost losing her lunch. 'Adding my cleaning bill to the expense report, yes?' Death's Head mutters. 'Do, what then? We're stuck here?' Betsy asks. The Beast suggests that they should count themselves lucky, for if Lila's teleportation was truly uncontrollable, then they are astronomically fortunate that they didn't find themselves floating in the vacuum of space. 'All my years as an X-Man, and I ain't sure I've ever seen good luck, McCoy' Wolverine declares. Gambit smiles and tells Rogue that it sounds to him that they are on vacation whether they like it or not. 'And us without our swimsuits' he grins. 'Keep dreamin' Cajun' Rogue replies. Wolverine looks at the ridges that surround them and suggests that as soon as they are done flirting, they could help him scout the perimeter. 'Call me paranoid – but I got a feeling we ain't alone' Wolverine informs the others, while, up on one of the ridges, several different alien Brood are gathered. 'Who is it, leader? Are we discovered?' one of the aliens asks. 'No, my soldier... we are saved' the leader of the unusual group of Brood announces.